[S-8] ImmunityBio, Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

ImmunityBio has filed a Form S-8 to register securities under its 2025 Equity Incentive Plan. The company, a large accelerated filer based in San Diego, is led by CEO Richard Adcock and Executive Chairman Patrick Soon-Shiong, who serves as Global Chief Scientific and Medical Officer.

Key aspects of the filing include:

• Registration of securities for employee benefit plan purposes
• Incorporation of recent financial documents including 2024 Annual Report and Q1 2025 quarterly report
• Comprehensive indemnification provisions for directors and officers
• Strong corporate governance structure with Cheryl L. Cohen serving as Lead Independent Director

The filing includes standard undertakings required by the SEC, including commitments to file post-effective amendments when necessary and provisions regarding indemnification. The registration is supported by legal opinion from Wilson Sonsini Goodrich & Rosati and includes required consents from independent auditors.

Positive

• Company established a new 2025 Equity Incentive Plan, enhancing ability to attract and retain key talent through equity compensation
• ImmunityBio maintains status as a large accelerated filer, indicating substantial market capitalization and float
• Company has comprehensive D&O insurance and indemnification agreements in place, providing strong protection for leadership team

Negative

• None.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

_____________________________________

IMMUNITYBIO, INC.

(Exact name of registrant as specified in its charter)

_____________________________________

Delaware			43-1979754
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
3530 John Hopkins Court San Diego, California			92121
(Address of Principal Executive Offices)			(Zip Code)

_____________________________________

ImmunityBio, Inc. 2025 Equity Incentive Plan

(Full title of the plan)

_____________________________________

Richard Adcock

Chief Executive Officer and President

ImmunityBio, Inc.

3530 John Hopkins Court

San Diego, California 92121

(844) 696-5235

(Name, address and telephone number, including area code, of agent for service)

_____________________________________

Copies to:

Martin J. Waters						Jason Liljestrom
Wilson Sonsini Goodrich & Rosati, P.C.						General Counsel
12235 El Camino Real						ImmunityBio, Inc.
San Diego, California 92130						3530 John Hopkins Court
(858) 350-2300						San Diego, California 92121
						(844) 696-5235

_____________________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

þ

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

¨

Emerging growth company

¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

PART I

INFORMATION REQUIRED IN THE PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement on Form S-8 (the “Registration Statement”) in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S‑8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

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PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

ImmunityBio, Inc. (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents that we have filed with the United States Securities and Exchange Commission (the “SEC”) (excluding those portions of any Current Report on Form 8-K that are not deemed “filed” pursuant to the General Instructions of Current Report on Form 8-K):

(1)our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 3, 2025;

(2)the information specifically incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2024, from our definitive proxy statement relating to our 2025 annual meeting of stockholders, filed with the SEC on April 30, 2025;

(3)the description of our common stock contained in Exhibit 4.7 to our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 19, 2024, including any amendment or report filed for the purpose of updating such description;

(4)our Quarterly Report on Form 10-Q for the three months ended March 31, 2025 filed with the SEC on May 12, 2025; and

(5)our Current Reports on Form 8-K filed with the SEC on February 7, 2025, February 13, 2025, March 19, 2025, April 8, 2025 (excluding information furnished thereunder), and June 20, 2025.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the SEC shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.    Description of Securities.

Not applicable.

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Item 5.    Interests of Named Experts and Counsel.

Not applicable.

Item 6.    Indemnification of Directors and Officers.

The Registrant’s amended and restated certificate of incorporation, as amended, contains provisions that eliminate, to the maximum extent permitted by Delaware General Corporation Law (the “DGCL”), the personal liability of the Registrant’s directors and executive officers for monetary damages for breach of their fiduciary duties as directors or officers. The Registrant’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide that the Registrant must indemnify its directors and executive officers and may indemnify its employees and other agents to the fullest extent permitted by the DGCL.

Sections 145 and 102(b)(7) of the DGCL provide that a corporation may indemnify any person made a party to an action by reason of the fact that he or she was a director, executive officer, employee or agent of the corporation or is or was serving at the request of a corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of an action by or in right of the corporation, no indemnification may generally be made in respect of any claim as to which such person is adjudged to be liable to the corporation.

The Registrant has entered into indemnification agreements with its directors and executive officers, in addition to the indemnification provided for in its Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, and intends to enter into indemnification agreements with any new directors and executive officers in the future.

The Registrant has purchased and intends to maintain insurance on behalf of any person who is or was a director or officer of the Registrant against any loss arising from any claim asserted against him or her and incurred by him or her in any such capacity, subject to certain exclusions.

Item 7.    Exemption from Registration Claimed.

Not applicable.

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Item 8.    Exhibits.

The documents listed below are incorporated by reference or filed with this Registration Statement on Form S-8, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).

Exhibit Number

Incorporated by Reference Herein

Description

Form

File No.

Exhibit No.

Filing Date

4.1

Specimen Common Stock Certificate.

S-8 POS

333-252232

4.1

May 21, 2021

4.2

Description of Registrant’s Securities.

10-K

001-37507

4.7

March 19, 2024

5.1*

Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.

10.1#

ImmunityBio, Inc. 2025 Equity Incentive Plan.

8-K

001-37507

10.1

June 20, 2025

23.1*

Consent of Independent Registered Public Accounting Firm.

23.2*

Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1 hereto).

24.1*

Power of Attorney (contained on signature page hereto).

107*

Filing Fee Table.

_______________

*    Filed herewith.

#    Indicates a management contract or compensatory plan.

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Item 9.    Undertakings.

(a)The undersigned Registrant hereby undertakes:

(1)to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii)to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are incorporated by reference in the Registration Statement.

(2)that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(c)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on June 23, 2025.

			IMMUNITYBIO, INC.
			Registrant
Date: June 23, 2025			By:			/s/ Richard Adcock
						Richard Adcock
						Chief Executive Officer
						(Principal Executive Officer)
Date: June 23, 2025			By:			/s/ David C. Sachs
						David C. Sachs
						Chief Financial Officer
						(Principal Financial Officer)
Date: June 23, 2025			By:			/s/ Regan J. Lauer
						Regan J. Lauer
						Chief Accounting Officer
						(Principal Accounting Officer)

-7-

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard Adcock, David C. Sachs and Jason Liljestrom, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (including his or her capacity as a director and/officer of ImmunityBio, Inc.), to sign the Registration Statement, and any and all amendments thereto (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as they, he or she might or could do in person, hereby and about the premises hereby ratifying and confirming all that said attorneys-in-fact and agent, proxy and agent, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Patrick Soon-Shiong

Global Chief Scientific and Medical Officer, and Executive Chairman of the Board of Directors

June 23, 2025

Patrick Soon-Shiong

/s/ Richard Adcock

Chief Executive Officer, President and Director (Principal Executive Officer)

June 23, 2025

Richard Adcock

/s/ David C. Sachs

Chief Financial Officer (Principal Financial Officer)

June 23, 2025

David C. Sachs

/s/ Regan J. Lauer

Chief Accounting Officer (Principal Accounting Officer)

June 23, 2025

Regan J. Lauer

/s/ Barry J. Simon

Chief Corporate Affairs Officer and Director

June 23, 2025

Barry J. Simon

/s/ Michael D. Blaszyk

Director

June 23, 2025

Michael D. Blaszyk

/s/ Wesley Clark

Director

June 23, 2025

Wesley Clark

/s/ Cheryl L. Cohen

Lead Independent Director

June 23, 2025

Cheryl L. Cohen

/s/ Linda Maxwell

Director

June 23, 2025

Linda Maxwell

/s/ Christobel Selecky

Director

June 23, 2025

Christobel Selecky

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FAQ

What is the purpose of IBRX's new S-8 filing from June 28, 2025?

IBRX filed an S-8 registration statement to register securities under their new 2025 Equity Incentive Plan. This filing indicates the company is establishing a new employee benefit plan for issuing equity-based compensation to employees.

Who are the key executives at ImmunityBio (IBRX) as of June 2025?

The key executives at IBRX include Richard Adcock as CEO and President, Patrick Soon-Shiong as Global Chief Scientific and Medical Officer and Executive Chairman, David C. Sachs as CFO, and Regan J. Lauer as Chief Accounting Officer.

What is IBRX's corporate headquarters location?

ImmunityBio's headquarters is located at 3530 John Hopkins Court, San Diego, California 92121.

What type of filer is IBRX as of June 2025?

According to the filing, IBRX is classified as a Large Accelerated Filer, and is not considered a smaller reporting company or emerging growth company.

Who serves on ImmunityBio's Board of Directors as of June 2025?

IBRX's Board includes Patrick Soon-Shiong (Executive Chairman), Richard Adcock, Barry J. Simon, Michael D. Blaszyk, Wesley Clark, Cheryl L. Cohen (Lead Independent Director), Linda Maxwell, and Christobel Selecky.